SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16 Under the Securities Exchange Act of 1934 For the month of April, 2006 ------------- Commission File Number 001-13908 --------- AMVESCAP PLC ------------------------------------------------ (Translation of registrant's name into English) 30 Finsbury Square, London EC2A 1AG, ENGLAND -------------------------------------------------------- (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F X Form 40-F ----- ----- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ------ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ------ Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X ------- ------- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A ------------- Description of document filed: AMVESCAP reports results for three months ----------------------------------------- ended 31 March 2006 ------------------- For Immediate Release Contact: Michael Perman Phone: (44) 0207-065-3942 -------------------------------------------------------------------------------- AMVESCAP REPORTS RESULTS FOR THREE MONTHS ENDED MARCH 31, 2006 London, April 26, 2006 - AMVESCAP reported that profit before tax for the three months ended March 31, 2006, amounted to $171.7 million (three months ended March 31, 2005: $110.8 million). Net revenues for the first quarter of 2006 included the recognition of performance fees of $33.2 million (first quarter of 2005: $4.7 million). Operating profit for the first quarter of 2006 amounted to $186.6 million (first quarter of 2005: $129.2 million). Diluted earnings per share was $0.13 for the first quarter of 2006 (first quarter of 2005: $0.09). (NYSE: AVZ). "Positive net fund flows for the company and enhanced profitability have produced a solid start for AMVESCAP in 2006," said AMVESCAP president and CEO Martin L. Flanagan. "Actions we have taken to unlock the inherent strengths of AMVESCAP and operate more efficiently and effectively combined with disciplined expense management have resulted in increased business momentum and margin expansion." "Investment performance continues to improve in our U.S. retail mutual fund business and we have made progress towards our goal of bringing the "Best of AMVESCAP" to our clients with the recent addition of seven new U.S. retail mutual funds advised by investment teams throughout the company," added Mr. Flanagan. "The upcoming addition of PowerShares's distinctive ETFs to our broad range of actively managed investment products will provide our clients with one of the industry's most comprehensive sets of investment solutions." -------------------------------------------------------------------------------------------------------------------- Results for Three Months Ended --------------------------------------------------------------------- March 31, December 31, March 31, 2006 2005(a) 2005 --------------------- -------------------- -------------------- Net revenues(b) $584.1m $551.4m $537.8m Operating expenses $397.5m $427.3m $408.6m Operating profit $186.6m $124.1m $129.2m Net operating margin(c) 31.9% 22.5% 24.0% Profit before tax $171.7m $94.3m $110.8m Earnings per share: --basic $0.14 $0.07 $0.09 --diluted $0.13 $0.07 $0.09 -------------------------------------------------------------------------------------------------------------------- (a) Results for the three months ended December 31, 2005, are presented before the restructuring charge. (b) Net revenues represent total revenues less third-party distribution, service and advisory fees. (c) Net operating margin is equal to operating profit divided by net revenues. Earnings Summary Net revenues for the three months ended March 31, 2006, were $584.1 million (three months ended December 31, 2005: $551.4 million). Net revenues for the first quarter of 2006 included the recognition of institutional performance fees of $33.2 million (fourth quarter of 2005: $16.4 million). Operating expenses totaled $397.5 million for the first quarter of 2006 (fourth quarter of 2005 before the restructuring charge: $427.3 million). The net operating margin for the three months ended March 31, 2006, was 31.9% (three months ended December 31, 2005, before the restructuring charge: 22.5%). Net debt (total debt of $1,182.6 million, less cash and cash equivalents of $321.5 million, which excludes client cash of $172.0 million) as of March 31, 2006, was $861.1 million compared to $733.6 million as of December 31, 2005. Assets Under Management Assets under management at March 31, 2006, were $410.9 billion (December 31, 2005: $386.3 billion). Average assets under management during the first quarter were $401.3 billion, compared to $380.9 billion for the fourth quarter of 2005 and $377.4 billion for the first quarter of 2005. Net inflows for the three months ended March 31, 2006, were $1.5 billion, with inflows of $23.1 billion and outflows of $21.6 billion. Net outflows for the three months ended December 31, 2005, and March 31, 2005, were $3.7 billion and $2.5 billion, respectively. In addition, money market assets continue to grow, with net inflows of $7.4 billion in the first quarter of 2006 versus $1.8 billion in the fourth quarter of 2005. Further analysis of assets under management is included in the supplemental schedule to this release. AMVESCAP is a leading independent global investment manager, dedicated to helping people worldwide build their financial security. Operating under the AIM, INVESCO, AIM Trimark, Invesco Perpetual and Atlantic Trust brands, AMVESCAP strives to deliver outstanding products and services through a comprehensive array of enduring investment solutions for our retail, institutional and private wealth management clients around the world. The company is listed on the London, New York and Toronto stock exchanges with the symbol "AVZ." Additional information is available at www.amvescap.com. Members of the investment community and general public are invited to listen to the conference call today, Wednesday, April 26, 2006, at 2:30 p.m. BST (9:30 a.m. EDT), by dialing one of the following numbers: 1-773-756-0108 or 1-888-455-2053 for U.S. callers. An audio replay of the conference call will be available until Wednesday, May 3, 2006, at 10:00 p.m. BST (5:00 p.m. EDT) by calling 1-402-220-9763 or 1-800-294-2498 for U.S. callers. The presentation slides that will be reviewed during the conference call will be available on AMVESCAP's Web site at www.amvescap.com. # # # This release may include statements that constitute "forward-looking statements" under the United States securities laws. Forward-looking statements include information concerning possible or assumed future results of our operations, earnings, liquidity, cash flow and capital expenditures, industry or market conditions, assets under management, acquisition activities and the effect of completed acquisitions, debt levels and the ability to obtain additional financing or make payments on our debt, regulatory developments, demand for and pricing of our products and other aspects of our business or general economic conditions. In addition, when used in this release, words such as "believes," "expects," "anticipates," "intends," "plans," "estimates," "projects" and future or conditional verbs such as "will," "may," "could," "should," and "would" and any other statement that necessarily depends on future events, are intended to identify forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from our expectations. We caution investors not to rely unduly on any forward-looking statements. In connection with any forward-looking statements, you should carefully consider the areas of risk described in our most recent Annual Report on Form 20-F, as filed with the United States Securities and Exchange Commission ("SEC"). You may obtain these reports from the SEC's Web site at www.sec.gov. AMVESCAP PLC Consolidated Income Statement (Unaudited, in thousands, other than per share amounts) Q106 Q405 % Change Q105 % Change ------------ ------------ ------------ ------------ ------------ Revenues: Management $620,069 $573,674 8.1% $541,782 14.4% Service and distribution 135,626 129,330 4.9% 142,455 (4.8)% Other 27,298 31,676 (13.8)% 25,862 5.6% ------------ ------------ ------------ ------------ ------------ Total revenues 782,993 734,680 6.6% 710,099 10.3% Third-party distribution, service and advisory fees (198,874) (183,238) 8.5% (172,340) 15.4% ------------ ------------ ------------ ------------ ------------ Net revenues 584,119 551,442 5.9% 537,759 8.6% ------------ ------------ ------------ ------------ ------------ Operating expenses: Compensation 253,360 263,434 (3.8)% 254,883 (0.6)% Marketing 36,163 33,638 7.5% 39,587 (8.6)% Property and office 27,040 26,866 0.6% 31,357 (13.8)% Technology/telecommunications 32,065 31,581 1.5% 36,987 (13.3)% General and administrative 48,855 71,814 (32.0)% 45,781 6.8% Restructuring charge -- 75,690 N/A -- N/A ------------ ------------ ------------ ------------ ------------ Total operating expenses 397,483 503,023 (21.0)% 408,595 (2.7)% ------------ ------------ ------------ ------------ Operating profit 186,636 48,419 285.5% 129,164 44.5% Other income/(loss) 2,317 (9,304) N/A 2,667 (13.1)% Interest expense (17,256) (20,511) (15.9)% (20,989) (17.8)% ------------ ------------ ------------ ------------ ------------ Profit before taxation 171,697 18,604 822.9% 110,842 54.9% Taxation (63,430) (23,376) 171.3% (39,617) 60.1% ------------ ------------ ------------ ------------ ------------ Profit/(loss) after taxation 108,267 (4,772) N/A 71,225 51.9% Minority interests (696) (256) 171.9% (146) 376.7% ------------ ------------ ------------ ------------ ------------ Profit/(loss) for the period attributable to equity holders of the parent $107,571 ($5,028) N/A $71,079 51.3% ============ ============ ============ ============ ============ Earnings per share: ---basic $0.14 ($0.01) $0.09 ---diluted $0.13 ($0.01) $0.09 Earnings per share before restructuring charge: ---basic $0.14 $0.07 $0.09 ---diluted $0.13 $0.07 $0.09 Average shares outstanding: ---basic 790,847 794,511 793,434 ---diluted 810,317 810,134 800,668 Ending Headcount 5,586 5,798 6,586 AMVESCAP PLC Consolidated Balance Sheet (Unaudited, in thousands) March 31, 2006 Dec 31, 2005 -------------------- -------------------- Non-current assets Goodwill $4,217,995 $4,213,648 Intangible assets 94,658 98,971 Property and equipment 177,873 180,044 Deferred sales commissions 72,124 78,944 Deferred tax assets 155,601 150,600 Investments 162,369 149,410 -------------------- -------------------- 4,880,620 4,871,617 Current assets Trade and other receivables 1,266,121 749,181 Investments 1,360,404 1,202,076 Cash and cash equivalents 493,533 754,754 -------------------- -------------------- 3,120,058 2,706,011 Total assets 8,000,678 7,577,628 Current liabilities Current maturities of long-term debt (309,599) (10,045) Trade and other payables (2,920,849) (2,461,006) Provisions (69,379) (52,108) -------------------- -------------------- (3,299,827) (2,523,159) Non-current liabilities Long-term debt (873,045) (1,212,191) Deferred tax liabilities (36,141) (43,496) Provisions (166,227) (182,479) -------------------- -------------------- (1,075,413) (1,438,166) Total liabilities (4,375,240) (3,961,325) Net assets $3,625,438 $3,616,303 ==================== ==================== Equity Share capital $82,169 $81,811 Share premium 106,850 84,968 Shares held by employee trusts (570,256) (413,473) Exchangeable shares 430,687 431,778 Retained earnings 772,159 638,739 Other reserves 2,799,714 2,789,187 -------------------- -------------------- Equity attributable to equity holders of the parent 3,621,323 3,613,010 Minority interests 4,115 3,293 -------------------- -------------------- Total equity $3,625,438 $3,616,303 ==================== ==================== AMVESCAP PLC Consolidated Statement of Changes in Equity (Unaudited, in thousands) 2006 ------------------- December 31, 2005 $3,616,303 Profit after taxation 108,267 Currency translation differences on investments in overseas subsidiaries 18,393 Gains/losses on available-for-sale assets 1,501 ------------------- Total recognized income and expense attributable to equity holders of the parent 128,161 ------------------- Total equity before transaction with owners 3,744,464 Share-based payment charge 15,199 Issuance of new shares 21,862 Increase in shares held by employee share ownership trusts (156,783) Total amounts attributable to minority interests 696 ------------------- March 31, 2006 $3,625,438 ------------------- AMVESCAP PLC Consolidated Cash Flow Statement (Unaudited, in thousands) Three Months Ended March 31, -------------------------------------- 2006 2005 ---------------- ----------------- Operating profit $186,636 $129,164 Amortization and depreciation 16,687 20,987 Interest paid, net of interest received and other investment income/losses (20,709) (20,120) Taxation (46,603) (22,457) Change in other assets and liabilities (207,070) (82,439) ---------------- ----------------- Net cash (outflow)/inflow from operating activities (71,059) 25,135 Investing activities: Capital expenditures, net of sales (8,650) (8,144) Purchase of long-term investments, net (11,859) (4,487) ---------------- ----------------- Net cash outflow from investing activities (20,509) (12,631) Financing: Net repayment of debt (40,000) (106,003) Purchase of shares (153,727) -- Issuance of new shares 21,006 514 ---------------- ----------------- Net cash outflow from financing activities (172,721) (105,489) Decrease in cash and cash equivalents (264,289) (92,985) Foreign exchange 3,068 20 Cash and cash equivalents, beginning of period 754,754 546,928 ---------------- ----------------- Cash and cash equivalents, end of period $493,533 $453,963 ================ ================= Notes 1. Accounting policies The accounting policies applied to the information in the earnings release follow International Financial Reporting Standards in effect as of the date of this release and are consistent with those applied in the 2005 Annual Report. Refer to the 2005 Annual Report, available at www.amvescap.com, for a more detailed discussion of these policies. 2. Taxation A significant proportion of the tax charge arose from U.S., U.K., and Canadian operations. The effective tax rate is 36.9% for the first quarter of 2006 (first quarter of 2005: 35.7%). 3. Earnings per share Basic earnings per share is based on the weighted average number of ordinary and exchangeable shares outstanding during the respective periods, excluding shares purchased and held by employee share ownership trusts. Diluted earnings per share takes into account the effect of the potential issuance of ordinary shares. Three Months Ended March 31, 2006 --------------------------------------------------------------------- (in thousands) Profit for the period attributable to equity Number of shares Per share holders of the parent amount ---------------------------- ------------------- ----------------- Basic earnings per share $107,571 790,847 $0.14 ================= Dilutive effect of share-based awards -- 19,470 ---------------------------- ------------------- ----------------- Diluted earnings per share $107,571 810,317 $0.13 ============================ =================== ================= Three Months Ended March 31, 2005 --------------------------------------------------------------------- (in thousands) Profit for the period attributable to equity Number of shares Per share holders of the parent amount ---------------------------- ------------------- ----------------- Basic earnings per share $71,079 793,434 $0.09 ================= Dilutive effect of share-based awards -- 7,234 ---------------------------- ------------------- ----------------- Diluted earnings per share $71,079 800,668 $0.09 ============================ =================== ================= 4. Acquisitions On January 23, 2006, AMVESCAP announced the acquisition of PowerShares Capital Management LLC ("PowerShares"). The transaction, subject to certain conditions including approvals from the Board of Directors and the shareholders of PowerShares, is expected to close in the second or third quarter of 2006. The initial purchase consideration is estimated to be $100 million, to be paid at closing based on PowerShares assets under management of greater than $5 billion. Additional consideration of up to a maximum of $630 million is payable in the future depending on the achievement of various revenue and assets under management growth targets. 5. Dividends A final dividend in respect of 2005 of 5.5p per share (approximately $0.10 per share, or $78.9 million, at an exchange rate of $1.75 per (pound)1.00: $76.7 million for ordinary shares and $2.2 million for exchangeable shares) has been proposed by the Board of Directors and will be paid, subject to shareholder approval, in May 2006. The dividend will be accrued when approved by shareholders. 6. Statutory financial statements The financial information shown in this earnings release is unaudited and does not constitute statutory financial statements. The 2005 Annual Report, which will be filed with the Registrar of Companies after the company's annual general meeting of shareholders, includes an unqualified audit report that does not contain a statement under section 237(2) or section 237(3) of the Companies Act 1985. AMVESCAP PLC Assets Under Management (in billions) 1Q06 4Q05 % Change 1Q05 -------------------------------------------------- --------------- --------------- --------------- -------------- Beginning Assets $386.3 $380.5 1.5% $382.1 Inflows 23.1 15.8 46.2% 17.2 Outflows (21.6) (19.5) 10.8% (19.7) --------------- --------------- --------------- -------------- Net flows 1.5 (3.7) N/A (2.5) Net flows in money market funds and other 7.4 1.8 311.1% (1.9) Market gains/reinvestment 15.3 8.9 71.9% (1.4) Foreign currency 0.4 (1.2) N/A (0.9) --------------- --------------- --------------- -------------- Ending Assets $410.9 $386.3 6.4% $375.4 =============== =============== =============== ============== Average long-term AUM 347.7 337.0 3.2% 336.0 Average money market AUM 53.6 43.9 22.1% 41.4 --------------- --------------- --------------- -------------- Average AUM $401.3 $380.9 5.4% $377.4 =============== =============== =============== ============== Net revenue yield on AUM (annualized)(a) 58bps 58bps 57bps Private Wealth By channel: (in billions) Total Retail Institutional Management -------------------------------------------------- --------------- --------------- --------------- -------------- December 31, 2005 $386.3 $190.2 $179.8 $16.3 Inflows 23.1 16.4 5.5 1.2 Outflows (21.6) (14.4) (6.2) (1.0) --------------- --------------- --------------- -------------- Net flows 1.5 2.0 (0.7) 0.2 Net flows in money market funds and other 7.4 (1.0) 8.4 -- Market gains/reinvestment 15.3 11.4 3.5 0.4 Foreign currency 0.4 0.3 0.1 -- --------------- --------------- --------------- -------------- March 31, 2006 $410.9 $202.9 $191.1 $16.9 =============== =============== =============== ============== Fixed Money Stable Alter- By asset class: (in billions) Total Equity Income Balanced Market Value natives --------------------------------- ---------- ---------- ---------- ----------- ----------- --------- --------- December 31, 2005(b) $386.3 $178.6 $47.2 $40.5 $52.3 $45.7 $22.0 Inflows 23.1 12.5 6.0 2.0 0.6 1.0 1.0 Outflows (21.6) (13.9) (2.6) (2.6) (0.9) (1.0) (0.6) ---------- ---------- ---------- ----------- ----------- --------- --------- Net flows 1.5 (1.4) 3.4 (0.6) (0.3) -- 0.4 Net flows in money market funds and other 7.4 -- -- -- 7.4 -- -- Market gains/reinvestment 15.3 12.5 0.4 1.3 -- 0.4 0.7 Foreign currency 0.4 0.3 -- 0.1 -- -- -- ---------- ---------- ---------- ----------- ----------- --------- --------- March 31, 2006 $410.9 $190.0 $51.0 $41.3 $59.4 $46.1 $23.1 ========== ========== ========== =========== =========== ========= ========= By client domicile: (in billions) Total U.S. Canada U.K. Europe Asia -------------------------------------- --------------- --------------- -------------- ------------- ------------- --------------- December 31, 2005 $386.3 $235.6 $42.2 $53.6 $32.0 $22.9 Inflows 23.1 7.5 1.2 2.9 7.8 3.7 Outflows (21.6) (9.9) (2.4) (2.4) (4.4) (2.5) --------------- --------------- -------------- ------------- ------------- --------------- Net flows 1.5 (2.4) (1.2) 0.5 3.4 1.2 Net flows in money market funds and 7.4 7.5 -- -- -- (0.1) other Market gains/reinvestment 15.3 7.4 2.3 2.4 2.2 1.0 Foreign currency 0.4 -- -- 0.3 0.2 (0.1) --------------- --------------- -------------- ------------- ------------- --------------- March 31, 2006 $410.9 $248.1 $43.3 $56.8 $37.8 $24.9 =============== =============== ============== ============= ============= =============== (a) Net revenue yield on AUM is equal to net revenue divided by average AUM. (b) The asset class beginning balances were adjusted to reflect certain asset reclassifications. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMVESCAP PLC ------------------------------ (Registrant) Date 26 April, 2006 By /s/ Michael S. Perman -------------- -------------------------- (Signature) Michael S. Perman Company Secretary